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KMB
KMB
Kumba Resources Limited - Results of general meeting
Kumba Resources Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2000/011076/06)
(Share code: KMB)
(ISIN: ZAE000034310)
("Kumba" or "the company")
Results of general meeting
Introduction
On 9 October 2006, Kumba issued a circular to its shareholders ("circular")
regarding the implementation of an empowerment transaction. The empowerment
transaction, which was subject to, inter alia, approval by Kumba shareholders,
would result in the unbundling and separate listing of Kumba Iron Ore Limited
("Kumba Iron Ore") and the transfer of a controlling interest in Kumba (which
would be renamed Exxaro Resources Limited ("Exxaro")) to Main Street 333
(Proprietary) Limited ("BEE Holdco"), a black-owned and controlled vehicle.
Results of general meeting
Shareholders are advised that, at the general meeting of shareholders held on
Thursday, 2 November 2006 ("general meeting"), all the ordinary and special
resolutions contained in the notice of general meeting attached to the circular
were approved by the requisite majority of Kumba shareholders. Accordingly, upon
registration of the special resolutions by the Companies and Intellectual
Property Registration Office ("CIPRO"), the empowerment transaction will become
unconditional and will be implemented in accordance with the timetable as set
out in the circular.
Kumba shareholders will be informed by means of an announcement on the
Securities Exchange News Service ("SENS") of the JSE Limited once the special
resolutions have been registered by CIPRO.
Mandatory offer to Kumba shareholders
As a result of the implementation of the transaction, BEE Holdco"s interest in
Exxaro will exceed 35% and, accordingly, in terms of the Securities Regulation
Panel ("SRP") Code on Takeovers and Mergers ("SRP Code"), BEE Holdco is required
to extend a mandatory offer to the independent shareholders of Exxaro to acquire
all of their Exxaro shares (being Kumba shares subsequent to the implementation
of the empowerment transaction and change of name to Exxaro) on the same terms
on which it has acquired control of Exxaro ("mandatory offer").
Kumba has received written confirmation from the SRP in terms of Rule 8.1 of the
SRP Code dispensing with the requirement for BEE Holdco to extend the mandatory
offer, on the basis that a majority of the independent Kumba shareholders voted
in favour of the resolution waiving the requirement for the mandatory offer
("whitewash resolution"). Accordingly, BEE Holdco will not extend the mandatory
offer to Kumba shareholders.
2 November 2006
Merchant bank and joint sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Lead sponsor
JP Morgan Equities
Attorneys to Kumba
Deneys Reitz
Corporate law adviser
CLS Consulting Services
Attorneys to Anglo American plc
Webber Wentzel Bowens
Date: 02/11/2006 12:48:06 PM Produced by the JSE SENS Department
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